TIDMMTR
Metal Tiger Plc
2019 Interim ReportUnaudited interim results for the six months
ended 30 June 2019
Metal Tiger plc ("Metal Tiger" or the "Company"), the London
Stock Exchange AIM listed investor in strategic natural resource
opportunities, is pleased to announce its unaudited interim results
for the six months ended 30 June 2019.
Key Highlights:
Six months to 30 June 2019
-- Agreed sale of Metal Tiger's 30% interest in its joint venture with MOD Resources Limited ("MOD") and to support the offer by Sandfire Resources NL for MOD, subject to MOD shareholder approval.
-- GBP2.8m (net) raised through two placings at 1.45p per share.
-- Additional funding of US$1.1m contributed to our Kalahari Metals Limited joint venture in Botswana.
-- The Direct Equities Division recorded a gain of GBP6.3m before administrative costs in the period, principally as a result of the unrealised gain of GBP6.9m on the Company's holding in MOD, as a result of the offer from Sandfire Resources NL.
-- Three new minority listed equity investments made for a total investment cost of GBP0.2m together with further investments in MOD and Arkle Resources Limited.
Post period end
-- 15% equity investment in Cobre Pty Ltd ("Cobre"), an Australian copper exploration company, for approximately A$0.5m, with an agreement to fund a further A$2.0m as part of a planned IPO over the next 12 months.
-- Continued activity in the Company's Direct Equities Division, including further investments in Sable Resources Ltd and Greatland Gold plc.
KEY PERFORMANCE INDICATORS
UnauditedSix UnauditedSix months AuditedYear ended31
months ended30 June 2018 December 2018
ended30 June
2019
Net asset GBP26,685,000 GBP11,452,000 GBP18,951,000
value
Net asset 1.71p 0.97p 1.40p
value
- fully
diluted per
share
Closing share 1.35p 2.83p 1.25p
price
Share (21%) 191% (11%)
price
(discount)/premium
to
net asset
value
-fully diluted
Market GBP21,026,000 GBP31,615,000 GBP16,874,000
capitalisation
Chairman's Statement
The first half of 2019 has seen the Company's holding in MOD
Resources Limited ("MOD"), along with its contributing 30% interest
in exploration joint venture, Tshukudu Exploration (Pty) Ltd
("Tshukudu Exploration"), become subject to a MOD board recommended
offer by Sandfire Resources NL ("Sandfire") (the "MOD Offer").
Given the global macro pressures in the first half of the year and
the difficult financing environment in equity capital markets, this
offer is exceptionally timely and if approved by MOD shareholders
on 1 October 2019, it will be an excellent result for the
Company.
The Board of Metal Tiger (the "Board") is in support of the deal
and has opted to take all share consideration for its interests in
MOD securities as part of the MOD Offer. I would like to take this
opportunity to thank Michael McNeilly for his valuable
contributions at the MOD Board level, where it is my understanding
that he played a crucial role in advocating the need for an outcome
that sought to protect and create MOD shareholder value.
In addition to obtaining 6,296,990 new shares in Sandfire, the
sale of our interests in Tshukudu Exploration to MOD as part of the
deal, which is subject to approval from MOD shareholders at a
General Meeting, would result in Metal Tiger also obtaining a 2%
Net Smelter Royalty ("NSR") over the entirety of the ground
currently held by the joint venture. This royalty is uncapped and
does not have a buy back provision; accordingly, the Metal Tiger
Board considers the retention of this exposure to the joint venture
area to be highly attractive. This was fully cognisant of the
possibility of a MOD sale at some point in the future and therefore
ensured that the NSR provision formed part of the deal
documentation with MOD last year when we, inter alia, sold our 30%
interest in the T3 Project joint venture to MOD.
Although the deal has not yet completed, it is the opinion of
the Board that the deal is likely to do so and we look forward to
providing shareholders further updates after the MOD shareholder
vote on 1 October 2019. Following the exercise of 35,848,398
options for nil consideration as announced on 16 September 2019,
Metal Tiger holds 19.9% of the shares of MOD. The Company has
committed to hold 19.9% as at the date of MOD's General Meeting and
Scheme Meeting and to vote in favour of the transaction at such
meetings.
With that said, should the MOD Offer not complete, your Board
has negotiated the removal of several of the onerous restrictions
that were placed upon the Company's MOD shareholding. Our MOD
shareholding would no longer be subject to any voting restrictions
from 16 November 2019 and would be freely tradeable with the
exception of a sale, in the following 12 months, to a strategic
investor and thereafter freely tradable without restriction.
In the unlikely event that the deal does not complete through
the scheme of arrangement, Metal Tiger would revert back to holding
its contributing 30% of the exploration joint venture and would
therefore not receive either the additional MOD shares or the 2%
NSR.
Further details of the MOD Offer are set out below.
Offer by Sandfire Resources NL for MOD Resources Limited
In January 2019, MOD received an offer from Sandfire, which was
rejected by the board of MOD. On 25 June 2019, the MOD board
announced a conditional recommended offer from Sandfire for the
outstanding shares of MOD. The MOD Offer was made on a
share-for-share (scrip) basis (with a mix and match facility to
elect for up to 25% cash) and with an exchange ratio of 0.0664 new
Sandfire ordinary shares ("Sandfire Shares") for every MOD ordinary
share ("MOD Share") held at the record time, representing an
effective offer price of A$0.45 per share based on the five day
volume weighted average price of Sandfire Shares at the time the
offer was announced.
The Board of Metal Tiger is in favour of the MOD Offer and has
entered into a support agreement with Sandfire in relation to the
MOD Offer (the "Support Agreement"), whereby it has committed to
vote in favour of the MOD Offer in respect of its entire beneficial
holding of MOD Shares and committed to elect to receive Sandfire
Shares (i.e. not elect to receive cash pursuant to the mix and
match facility). In addition, pursuant to the Support Agreement,
Metal Tiger committed to exercise sufficient MOD Options such that
its shareholding in MOD for the purposes of voting on the Scheme
would be 19.9% at the record date and , through the exercise of
options, has done so.
As a condition of this deal, MOD must acquire the 30% interest
that Metal Tiger currently holds in its 30/70 joint venture with
MOD in Botswana (Tshukudu Exploration) and to which Metal Tiger has
agreed, subject to the MOD Offer being approved. A General Meeting
has been called by MOD for 1 October 2019 to consider a resolution
to approve this acquisition on a simple majority. The consideration
for the acquisition is MOD Shares, together with a 2% NSR on future
production from the exploration assets currently held by the joint
venture.
Should the resolution for MOD's acquisition of our joint venture
interests be approved at the General Meeting, there will follow a
Scheme Meeting, to be held one hour later, to vote on the
acquisition of 100% of MOD Shares by Sandfire by way of a Scheme of
Arrangement. This scheme needs to be approved by the requisite
majority of MOD shareholders, which is, unless the Court orders
otherwise, a majority in number (more than 50%) of MOD Shareholders
present and voting at the Scheme Meeting; and by at least 75% of
the total number of votes cast on the resolution at the Scheme
Meeting.
Assuming both resolutions are passed, Metal Tiger will receive a
total of 6,296,990 new shares in Sandfire in exchange for its
holdings in MOD (both existing and as a result of the sale of its
joint venture interests). This would represent approximately 3.5%
of the issued share capital of Sandfire following the completion of
the transaction. In addition, should the MOD Offer complete before
15 November 2019 Metal Tiger will be entitled to receive the
declared dividend of A$0.16 per Sandfire Share held on that
date.
Metal Tiger's aggregate interest in MOD (including the
consideration for its 30% interest in Tshukudu Exploration, its MOD
shares and its MOD options) is valued at A$42.7m (approximately
GBP23.6m at 30 June 2019) at the offer price of A$0.45 per share
and excluding the potential value of 2% NSR over Tshukudu
Exploration's licences.
Direct Projects
Botswana/Joint venture with MOD Resources Limited
In the first half of 2019 relatively little exploration work was
undertaken by Tshukudu Exploration, the MOD/Metal Tiger 30/70%
joint venture in Botswana, as MOD's activities in Botswana focused
primarily on completing the T3 Project feasibility study and, upon
publication of this, progressing the development of, and potential
financing for, their 100% owned T3 deposit.
Our interest in the joint venture will, subject to MOD
shareholder approval on 1 October 2019, be sold to MOD as part of
the offer by Sandfire as described above.
Botswana/Joint venture in Kalahari Metals Limited
The first half of 2019 was a particularly active time for KML.
During the period, KML conducted significant geophysical and
geochemical work on the ground, 1,374 line-kilometres of airborne
electromagnetic surveys flown and subsequently processed. In
addition, 3,750 soil samples were collected for portable X-ray
fluorescence spectroscopy (pXRF) and TerraleachT analysis.
On 10 April 2019, KML entered into a binding agreement with
Resource Exploration Development Limited ("RED") to purchase 100%
of Kitlanya Ltd ("Kitlanya"), a 100% subsidiary of RED, which was
previously subject to an earn-in agreement between the parties. KML
had already earned into 25% of Kitlanya having completed US$100,000
of exploration work on the licences held by Kitlanya. The
acquisition, which is conditional upon approval of change of
control of Kitlanya being granted by the authorities in Botswana,
will see KML acquire 100% of Kitlanya for US$700,000, which will be
satisfied by the issue of shares representing approximately 13.4%
of KML as enlarged by the acquisition.
KML also obtained Environmental Permits for both the Ngami and
Okavango Copper projects in the first half of the 2019.
On 31 May 2019, following our further equity investment of
US$1.1m into the company, KML commenced a drilling campaign
targeting both the Ngami and Okavango Copper Projects. As part of
this investment, Metal Tiger's holding in KML increased to 59.81%,
but will reduce to 53.17% upon completion of KML's purchase of
Kitlanya. Metal Tiger continues to treat KML in its financial
statements as a joint venture operation as a shareholder agreement
precludes Metal Tiger controlling the company.
The drilling programmes at Ngami and Okavango are ongoing as at
the date of these interim results.
Thailand
The Company remains confident about the potential to increase
significantly the resource estimates at the Boh Yai
lead-zinc-silver mine in Western Thailand through a modest drill
campaign, subject to funding, targeting modelled ore extensions and
gaps in the data.
The Company's joint venture partner at Boh Yai continues to
explore options that are compliant with the permitting framework
under Thai law in order potentially to allow for the implementation
of exploration/resource drilling at the site. Discussions are also
continuing between the Company and its joint venture partner with
regard to renegotiating the joint venture agreement terms.
Spain
The first half of the year saw encouraging initial drill results
at the Logrosán exploration project in Extremadura, Spain, as
announced on 25 April 2019. Metal Tiger has a 50% interest in
Logrosán Minerals Limited, which wholly owns the Logrosán project.
The drill results indicated both gold and tungsten potential and,
accordingly, Metal Tiger continues to assess next steps for the
project with its joint venture partner, Mineral Exploration Network
(Finland) Limited.
Direct Equities
During the period 1 January to 30 June 2019, the Direct Equities
Division increased its net assets to GBP18,901,000 from
GBP12,241,000 as at 31 December 2018 and reported a profit of
GBP5,867,000 after finance and administrative costs, but before
tax, for the six month period (six months to 30 June 2018: loss
GBP3,506,000, full year to 31 December 2018 : loss
GBP13,418,000).
The unrealised gains in the period were primarily the result of
the conditional recommended offer from Sandfire for MOD as
described above.
During the period, the Direct Equities Division made three new
investments in listed companies, all being TSX-V listed gold
exploration stocks with substantial exploration upside potential,
comprising Barkerville Gold Mines Limited ("Barkerville"), iMetal
Resources Inc. and Aurelius Minerals Inc. These companies have
actively pursued exploration drilling campaigns during the period,
with Barkerville having the most success with high grade gold
intersections and a substantial resource upgrade to 4.3m ounces of
gold. The Direct Equities Division's investments in gold
exploration stocks are expected by the Board to benefit from the
recent increase in the gold price. The Company also completed
relatively de minimis disposals of shares in Thor Mining plc and
Greatland Gold plc ("Greatland").
Investments in Greatland and Sable Resources Limited ("Sable"),
made during 2018, continued to see positive newsflow during the
period: Greatland announced a US$65m farm-in deal with Newcrest
Mining Limited in March 2019 and Sable announced a distribution of
the shares of its Canadian exploration assets (Talisker Resources
Limited) effective August 2019, along with its continued
exploration success at its Margarita silver project in Mexico. Both
companies are expected to actively pursue exploration drilling
campaigns over new highly prospective targets during H2 2019.
The Direct Equities Division continues to invest in high
potential mining exploration and development companies during
difficult market conditions for junior miners. The focus is to
invest in mining companies that are significantly undervalued by
the market and where there is substantial upside potential through
exploration success and/or development of a mining project towards
commercial production. Our equity investments are generally
comprised of companies that are at exploration, pre-feasibility and
definitive feasibility study stage. No mining companies in the
investment portfolio are currently at production stage. The
portfolio is therefore considered high risk as the future value of
investments is often dependent on financing and/or exploration
success.
Summary of listed investments held at 30 June 2019
Investment Listing Description No. Value atperiod endGBP
of securities
held
MOD Resources LSE/ASX T3 Copper Project 31,838,393 7,395,000
Limited and exploration ordinary 9,448,000-
shares40,673,566
options(nil
exercise
price,
expiry
15/11/2021)
Thor Mining plc AIM/ASX Molyhil tungsten 76,750,000 633,000-
project ordinary
shares10,000,000
warrants(5p,
expiry
29/1/2020)
Greatland Gold plc AIM Gold exploration 14,700,000 231,000
ordinary
shares
Barkerville Gold TSX-V Gold exploration 600,000 126,000
Mines Limited and mining ordinary
shares
Arkle Resources AIM Zinc exploration 9,669,952 87,000
plc ordinary --
shares4,800,000
warrants(1.80p
expiry
10/9/2020)4,819,277
warrants(7p,
expiry
9/3/2020)
Aurelius Minerals TSX-V Gold exploration 2,000,000 36,00023,000
Inc. ordinary
shares2,000,000
warrants(C$
0.06, expiry
16/4/2021)
Sable Resources TSX-V Gold and silver 650,000 47,000
Limited exploration ordinary
shares
iMetal Resources TSX-V Gold and copper 670,000 24,0009,000
Inc. exploration ordinary
shares670,000
warrants(C$
0.20, expiry
13/3/2021)
Summary of unlisted investments held at 30 June 2019
Investment Listing Description No. of securities Value atperiod
held endGBP
Pan Asia Metals Private Lithium and 7,627,447 ordinary 463,000
Limited tungsten shares
exploration
Veta Resources Private Gold 1,666,667 ordinary 150,000
Inc. exploration shares
Tally Limited Private Gold currency 3,840,909 ordinary 58,000
shares
Capital raise
The Group raised a net GBP2,773,000 through share issues in
February and March 2019 at 1.45p per share with a 1 for 1 warrant
attached with a two-year life. Rick Rule, the renowned resource
investor and Senior Managing Director of Sprott Inc., joined the
Company's share register with a personal investment of
approximately GBP870,000 through RIBO Trust. Exploration Capital
Partners, a fund managed by Rick Rule, also increased its holding
to 13.25% of the Company's share capital on completion of the
fundraising.
Results for the period
Administration costs for the period were GBP1,949,000 (2018 H1:
GBP1,678,000; 2018 full year: GBP3,647,000). After taking into
account the increase in cost of share based payments in the period
(GBP585,000 compared with 2018 H1: GBP218,000; 2018 full year:
GBP708,000), administration costs remained directly comparable with
2018.
Reflecting principally the gains in the Direct Equity Division
in the period, the Group's profit for the period on ordinary
activities before tax was GBP4,521,000 (2018 H1: loss GBP5,047,000;
2018 full year: loss GBP3,958,000).
In addition to the capital raise in the period, disposals from
Direct Equity Division sales raised a further GBP277,000.
GBP1,141,000 was re-invested into Direct Equity share purchases and
into our joint ventures and associates. After taking into account
administration costs, cash in hand at the end of the period was
GBP2,568,000 (30 June 2018: GBP737,000; 31 December 2018:
GBP1,859,000).
Developments since 30 June
On 12 August 2019, Metal Tiger increased its holding in
Greatland through the acquisition of 8,108,108 shares and 8,108,108
2.5p warrants for an investment of GBP95,295; and since that date
has disposed of 13,808,108 Greatland shares, resulting in a net
reduction in its holding of 5,700,000 shares since 30 June
2019.
On 2 September 2019, Metal Tiger announced that it had entered
into a binding subscription agreement with Cobre, a privately-owned
Australian copper exploration company, to subscribe for an initial
6,600,000 ordinary shares in Cobre for a total investment of
A$500,280, representing in aggregate approximately 15% of Cobre's
enlarged issued share capital. Subject to the fulfilment of certain
conditions, Metal Tiger has agreed to invest a further A$2,000,000
for an aggregate 19.99% shareholding as part of Cobre's planned IPO
on a recognised stock exchange.
On 23 September 2019, Osisko Gold Royalties Ltd announced an
offer for Barkerville at an offer price of C$0.58 per share,
valuing Barkerville at C$338m. Metal Tiger acquired 600,000 shares
of Barkerville at a price of C$0.36 on 27 March 2019 and has now
fully exited its position in Barkerville through on market sales,
both prior and subsequent to the announced offer, at an average
price of C$0.46, realising gross proceeds of C$278,000 and a CAD
gain of 29% on investment cost.
During September 2019, Metal Tiger also increased its holding in
Sable through the acquisition of 350,000 shares for a total
investment of C$45,815.
Conclusions
The Board of Metal Tiger is exceptionally positive about the
Company's outlook for the future. We believe we have the right mix
of skills and experience at Board and senior management level, an
extended network of industry partners and investors,
notwithstanding our supportive industry expert shareholders in Rick
Rule and Sprott, to deliver significant value for shareholders.
Metal Tiger maintains a significant level of exposure to copper
and believes that the excellent fundamentals for copper are
currently being overshadowed by negative macro forces. We remain
generally positive on the outlook for copper and, whilst we would
not wish to openly speculate on the macroeconomic position, should
the situation worsen, the Board believes that there is an
increasing likelihood that the central banks of the world will look
to intervene.
Last year, your Board set the foundations for where Metal Tiger
currently sits. The Company has focused primarily on its efforts in
Botswana both with KML and with MOD. Should the MOD Offer complete,
it opens up a whole new avenue of possibilities both in terms of
existing investments and in new investments, such as Cobre. With
Metal Tiger's support, the KML team has worked hard to develop
KML's assets and we look forward to continuing to be able to offer
to Metal Tiger investors direct exposure to an exciting land
package.
I would like to take this opportunity to thank all our advisers
and partners: the Company's success has been helped by the quality
of those engaged around the world. Thank you to our shareholders,
many of whom have held shares in the Company for the past four
years, who share our resolve to create high investment returns. We
are working hard and will continue to strive to deliver significant
value from all our investments.
Charles HallChairman
Condensed Statement of Comprehensive IncomeFor the six months
ended 30 June 2019
Notes UnauditedSix UnauditedSix AuditedYear ended31
months months December 2018GBP'000
ended30 ended30
June 2019GBP'000 June 2018GBP'000
Sale - - 12,530
of interests
in exploration
operations in
Botswana
Net loss on (100) (183) (511)
disposal
of investments
Movement 6,434 (3,063) (12,434)
in fair
value of Direct
Equities
Division
investments
Share of (5) (196) (176)
post tax
losses of
equity
accounted
associates
Share of (13) 10 (33)
post tax
(losses)/
profits
of
equity accounted
joint ventures
Net gain/(loss) 6,316 (3,432) (624)
on investments
Administrative (1,949) (1,678) (3,647)
expenses
Operating 4,367 (5,110) (4,271)
profit/(loss)
Finance income 154 73 313
Finance costs - (10) -
Profit/(Loss) 3 4,521 (5,047) (3,958)
before
taxation
Tax 4 - 545 545
on profit/(loss)
on
ordinary
activities
Profit/(Loss) 4,521 (4,502) (3,413)
on ordinary
activities
after taxation
Other
comprehensive
income
-Items which
may be
subsequently
reclassified
to profit
or loss:
Exchange (145) (12) (152)
differences
on translation
of foreign
operations
Total 4,376 (4,514) (3,565)
comprehensive
profit/(loss)
for the period
Profit/(Loss)
for
the period
attributable
to:
Owners of the 4,521 (4,499) (3,404)
parent
Non-controlling - (3) (9)
interest
4,521 (4,502) (3,413)
Total
comprehensive
profit/(loss)
for the period
attributable
to:
Owners of the 4,376 (4,511) (3,554)
parent
Non-controlling - (3) (11)
interest
4,376 (4,514) (3,565)
Earnings per
share
Basic 5 0.37p (0.41p) (0.28p)
earnings/(loss)
per share
Fully 5 0.37p (0.41p) (0.28p)
diluted
earnings/(loss)
per share
Condensed Consolidated Statement of Financial PositionAt 30 June
2019
Notes Unaudited30 June Unaudited30 June Audited31 December
2019GBP'000 2018GBP'000 2018GBP'000
Non-current
assets
Intangible 32 32 33
assets
Property, plant 10 24 17
and equipment
Investment in 1,872 4,224 1,668
associates
Investment 3,290 1,234 2,049
in joint
ventures
Other fixed 107 107 107
asset
investments
Royalties 1,303 - 1,285
receivable
Total 6,614 5,621 5,159
non-current
assets
Current assets
Direct Equities 18,730 5,551 12,079
Division
investments
Trade and other 343 650 339
receivables
Cash and cash 2,568 737 1,859
equivalents
Total current 21,641 6,938 14,277
assets
Current
liabilities
Trade and other (293) (937) (162)
payables
Amounts due 6 (1,096) - (146)
to related
parties
Loans (55) (49) (52)
and borrowings
Total current (1,444) (986) (360)
liabilities
Net current 20,197 5,952 13,917
assets
Non-current
liabilities
Contingent (126) (121) (125)
consideration
Total (126) (121) (125)
non-current
liabilities
Net assets 26,685 11,452 18,951
Capital and
reserves
Called up share 156 112 135
capital
Share premium 13,071 6,758 10,639
account
Share based 1,720 1,106 1,484
payment
reserve
Warrant reserve 5,493 3,056 5,173
Translation (282) 2 (137)
reserve
Profit and loss 6,435 413 1,565
account
Total 26,593 11,447 18,859
shareholders'
funds
Equity 92 5 92
non-controlling
interests
Total equity 26,685 11,452 18,951
Condensed Statement of Cash FlowsFor the six months ended 30
June 2019
UnauditedSix months UnauditedSix months AuditedYear ended31
ended30 ended30 December 2018GBP'000
June 2019GBP'000 June 2018GBP'000
Cash flows
from
operating
activities
Profit/(loss) 4,521 (5,047) (3,958)
before
taxation
Adjustments
for:
Net profit - - (12,530)
on sale
of exploration
operations in
Botswana
Loss 100 183 511
on disposal
of
Direct
Equities
Division
investments
Movement in (6,434) 3,063 12,434
fair value
of investments
Share of 5 196 176
post tax
losses of
equity
accounted
investments
Share of 13 (10) 33
post tax
losses/(profits)
of
equity
accounted
joint ventures
Share based 585 150 708
payment
charge
for the period
Cost - 28 -
of warrant
extension
Equity settled - - 119
trading
liabilities
Issue of KEMCO - (59) (59)
Mining
plc warrants
Depreciation 10 9 19
and
amortisation
Finance income (154) (73) (313)
Finance costs - 10 -
Operating cash (1,354) (1,550) (2,860)
flow before
working
capital
changes
Decrease/(Increase) 11 (212) (146)
in trade
and
other
receivables
Increase/(Decrease) 122 (120) (676)
in trade
and other
payables
Unrealised 18 (62) 30
foreign
exchange gains
Net cash (1,203) (1,944) (3,652)
outflow
from
operating
activities
Cash flow from
Investing
activities
Proceeds from 277 3,817 3,967
investment
disposals
Purchase of (230) (1,707) (2,579)
investment
in,
and loans to,
associates
Purchase of (317) - (859)
investment
in, and
loans to joint
ventures
Purchase - (107) (107)
of other
fixed
asset
investments
Purchase (594) (2,553) (3,359)
of investments
Costs relating - - (946)
to
the disposal
of exploration
operations in
Botswana
Finance income 1 10 1
Net cash (863) (540) (3,882)
outflow
from
investing
activities
Cash flows
from
financing
activities
Proceeds from 3,004 383 6,992
issue
of shares
Share issue (231) (1) (445)
costs
Interest paid - (6) -
Net cash 2,773 376 6,547
inflow
from
financing
activities
Net 707 (2,108) (987)
increase/(decrease)
in cash in
the period
Cash and cash 1,859 2,845 2,845
equivalents
at beginning
of period
Effect of 2 - 1
exchange
rate changes
Cash and cash 2,568 737 1,859
equivalents
at end of
period
Condensed Consolidated Statement of Changes in Equity For the
six months ended 30 June 2019
Called upSharecapitalGBP'000 SharepremiumaccountGBP'000 Share WarrantreserveGBP'000 TranslationreserveGBP'000 Total Non-controllinginterestsGBP'000 TotalequityGBP'000
basedpaymentreserveGBP'000 RetainedprofitsGBP'000 equity
shareholders'fundsGBP'000
Balance at 1 109 6,125 928 3,348 13 4,912 15,435 8 15,443
January 2018
Period to 30 June 2018:
Profit for the period - - - - - (4,499) (4,499) (3) (4,502)
and total
comprehensive income
Other comprehensive - - - - (11) - (11) - (11)
income
Total comprehensive - - - - (11) (4,499) (4,510) (3) (4,513)
income
Share issues 3 601 - - - - 604 - 604
Share issue expenses - (1) - - - - (1) - (1)
Cost of share based - - 178 - - - 178 - 178
payments
Transfer of reserves - 33 - (292) - - (259) - (259)
relating to exercise
and expiry of options
and warrants
Total recognised 3 633 178 (292) - - 522 - 522
directly
in equity
Balance at 30 June 2018 112 6,758 1,106 3,056 2 413 11,447 5 11,452
Period to 31 December
2018:
Loss for the period - - - - - 1,095 1,095 (6) 1,089
and total
comprehensive income
Other comprehensive - - - (139) - (139) (2) (141)
income
Total comprehensive - - - - (139) 1,095 956 (8) 948
income
Share issue 23 4,234 - 2,135 - - 6,392 - 6,392
Warrant issues - - - 73 - - 73 - 73
Share issue expenses - (444) - - - - (444) - (444)
Cost of share based - - 530 - - - 530 - 530
payments
Transfer of reserves - 91 (152) (91) - 152 - - -
relating to exercise
and expiry of options
and warrants
Change of interest - - - - - (95) (95) 95 -
without
loss of control
Total recognised 23 3,881 378 2,117 - 57 6,456 95 6,551
directly
in equity
Balance at 31 December 135 10,639 1,484 5,173 (137) 1,565 18,859 92 18,951
2018
Condensed Consolidated Statement of Changes in EquityFor the six
months ended 30 June 2019 (unaudited) continued
Called upshare capitalGBP'000 SharepremiumaccountGBP'000 Share WarrantreserveGBP'000 TranslationreserveGBP'000 Total Non-controllinginterestsGBP'000 TotalequityGBP'000
basedpaymentreserveGBP'000 RetainedprofitsGBP'000 equityshareholders'fundsGBP'000
Balance at 1 January 2019 135 10,639 1,484 5,173 (137) 1,565 18,859 92 18,951
Period to 30 June 2019:
Profit for the period - - - - - 4,521 4,521 - 4,521
Other comprehensive income - - - - (145) - (145) - (145)
Total comprehensive income - - - - (145) 4,521 4,376 - 4,376
Share issues 21 2,663 - 320 - - 3,004 - 3,004
Share issue expenses - (231) - - - - (231) - (231)
Cost of share based payments - - 585 - - - 585 - 585
Transfer of reserves - - (349) - - 349 - - -
relating to exercise
and expiry of options
and warrants
Total changes directly 21 2,432 236 320 - 349 3,358 - 3,358
to equity
Balance at 30 June 2019 156 13,071 1,720 5,493 (282) 6,435 26,593 92 26,685
Notes to the unaudited interim accountsFor the six months ended
30 June 2019
1. Basis of preparation
The financial statements included in the interim accounts have
been prepared under the historical cost convention and in
accordance with International Financial Reporting Standards
(IFRS).
The financial statements are presented in UK pounds, which is
also the Company's functional currency.
The principal accounting policies used in preparing these
interim accounts are those expected to apply in the Group's
Financial Statements for the year ending 31 December 2019. These
are unchanged from those disclosed in the Group's Annual Report for
the year ended 31 December 2018. The accounting policies adopted
are consistent with those of the previous financial year. A number
of amendments to IFRSs became effective for the financial year
beginning on 1 January 2019:
-- IFRS 16 'Leases'
-- IFRIC 23 'Uncertainty over Income Tax Treatments'
-- IFRS 9 (Amendments) 'Prepayment features with negative compensation'
-- IAS 19 (Amendments) Plan amendments, curtailments or settlements
-- Annual Improvements 2015-2017.
The Group has no leases which fall to be accounted for under the
new leasing standard, IFRS 16 and the introduction of the standard
has no effect on current or prior period comparatives in this
report.
The remaining new standards and amendments to IFRS also had no
impact on the condensed consolidated interim financial statements
for the six months ended 30 June 2019 and no retrospective
adjustments were required.
The interim accounts were approved by the Board of Metal Tiger
on 24 September 2019. Neither the interim financial information for
the six months ended 30 June 2019 nor the interim financial
information for the six months ended 30 June 2018 constitutes
statutory accounts within the meaning of section 434 of the
Companies Act 2006 and is unaudited. The comparatives for the year
ended 31 December 2018 are not the Group's full statutory accounts
for that period. A copy of the statutory accounts for that year has
been delivered to the Registrar of Companies. The auditors' report
on those accounts was unqualified and did not contain statements
under sections 498(2) or (3) of the Companies Act 2006. Copies of
the accounts for the year ended 31 December 2018 are available on
the Company's website (www.metaltigerplc.com).
2. Accounting policies
The principal accounting policies are:
Basis of consolidation
The Consolidated Statement of Comprehensive Income and Statement
of Financial Position include the financial statements of the
Company and its subsidiary undertakings made up to 30 June
2019.
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated
from the date that control ceases.
Profit or loss and each component of other comprehensive income
are attributed to the equity holders of the parent of the Group and
to non-controlling interests, even if this results in
non-controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to
bring their accounting policies into line with the Group's
accounting policies. All intra-group assets and liabilities,
equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on
consolidation.
A change in ownership interest of a subsidiary without a loss of
control is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
-- derecognises the assets (including goodwill) and liabilities of the subsidiary;
-- derecognises the carrying amount of any non-controlling interests;
-- derecognises the cumulative translation differences recorded in equity;
-- recognises the fair value of the consideration received;
-- recognises the fair value of any investment retained;
-- recognises any surplus or deficit in the Statement of Comprehensive Income; and
-- reclassifies the parent's share of components previously recognised in other comprehensive income to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
When the Group ceases to have control., any retained interest in
the entity is re-measured to its fair value at the date when
control is lost, with the change in carrying amount recognised in
profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may
require that the amounts previously recognised in other
comprehensive income be reclassified to profit or loss.
Going concern
The interim financial statements have been prepared on the going
concern basis as, in the opinion of the Directors, at the time of
approving the interim financial statements, there is a reasonable
expectation that the Company will continue in operational existence
for the foreseeable future. The interim financial statements do not
include any adjustments that would result from the going concern
basis of preparation being inappropriate.
Exploration costs
Exploration costs incurred by Group companies, associates and
joint ventures are expensed in arriving at profit or loss for the
period.
Investments made are capitalised as an asset where the
underlying projects have mineral resources which are compliant with
internationally recognised mineral resource standards (JORC and NI
43-101) or where the investment is to acquire an interest in an
investment or associate that holds commercial information, assets
or strategic features against which a current commercial value can
be reasonably assessed.
The JORC Code, the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves, is a
professional code of practice that sets minimum standards for
public reporting of mineral exploration results, mineral resources
and ore reserves. NI 43-101 is a national instrument for the
Standards of Disclosure for Mineral Projects within Canada which
provides a codified set of rules and guidelines for reporting and
displaying information related to mineral properties owned by, or
explored by, companies which report these results on stock
exchanges within Canada.
Foreign currency translation
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of the transaction.
The results of overseas operations are translated at rates
approximating to those ruling when the transactions took place.
Monetary assets and liabilities denominated in foreign currencies
are translated at the rates of exchange ruling at the Statement of
Financial Position reporting date. All exchange differences are
dealt with through the Statement of Comprehensive Income as they
arise.
Investments in associates and joint ventures
Associates are entities, other than subsidiaries or joint
ventures, over which the Company has significant influence.
Significant influence is the power to participate in the financial
and operating policy decisions of the investee but does not amount
to control or joint control of the investee.
A joint venture is a contractual arrangement whereby two or more
parties undertake an economic activity that is subject to joint
control. Joint control is the contractually agreed sharing of
control such that significant operating and financial decisions
require the unanimous consent of the parties sharing control. In
some situations, joint control exists even though the Company has
an ownership interest of more than 50 per cent because joint
venture partners have equal control over management decisions. The
Company's joint venture interests are held through one or more
Jointly Controlled Entities (a "JCE"). A JCE is a joint venture
that involves the establishment of a corporation, partnership or
other entity in which each venturer has a long term interest.
Exploration costs in respect of investments in associates and
joint ventures are capitalised or expensed according to the policy
set out above in respect of Group exploration costs. For associates
and joint ventures which are equity accounted for, any share of
losses are offset against loans advanced.
Royalties receivable
Royalties receivable are stated at the expected amounts to be
received based on existing committed contracts and discounted at an
appropriate discount rate which reflects the estimated
risk-weighted cost of capital relevant to that asset. The
amortisation of the discount over the period to the receipt of the
royalty payments is credited to the Statement of Comprehensive
Income as finance income.
The expected amounts to be received, the period over which they
will be received and the appropriate discount rate are assessed on
the date of acquisition of the royalty interests and re-assessed at
each reporting date.
Direct Equities Division investments
Investment transactions are accounted for on a trade date basis.
Incidental acquisition costs are expensed. Assets are derecognised
at the trade date of the disposal. Where investments are traded in
a liquid market, the fair value of the financial instruments in the
balance sheet is based on the quoted bid price at the balance sheet
date, with no deduction for any estimated future selling cost.
Non-traded investments are valued by the Directors using primary
valuation techniques such as, where possible, comparable
valuations, recent transactions, last price and net asset
value.
Changes in the fair value of investments held at fair value
through profit or loss and gains and losses on disposal are
recognised in the Statement of Comprehensive Income.
3. Segmental reportingDivisional segments
Six months ended DirectEquitiesGBP'000 Direct Projects GBP'000 CentralcostsGBP'000 IntersegmentGBP'000 TotalGBP'000
30 June 2019
COMPREHENSIVE
INCOME:
Net gain/(loss) 6,334 (18) - - 6,316
on investments
Intercompany - 48 - (48) -
sales
Administrative (467) (416) (1,114) 48 (1,949)
expenses
Net - 152 2 - 154
finance
income/(cost)
Profit/(Loss) 5,867 (234) (1,112) - 4,521
on ordinary
activities
before taxation
Taxation - - - - -
Profit/(Loss) 5,867 (234) (1,112) - 4,521
for
the period
after taxation
FINANCIAL
POSITION:
Intangible - 32 - - 32
assets
Property, plant - 10 - - 10
and equipment
Investment in - 1,872 - - 1,872
associates
Investment - 3,290 - - 3,290
in joint
ventures
Other fixed 107 - - - 107
asset
investments
Royalties - 1,303 - - 1,303
receivable
Total 107 6,507 - - 6,614
non-current
assets
Current assets 18,815 3,308 2,539 (3,021) 21,641
Current (21) (4,285) (159) 3,021 (1,444)
liabilities
Net 18,794 (977) 2,380 - 20,197
current
assets/(liabilities)
Non-current - (126) - - (126)
liabilities
Net assets 18,901 5,404 2,380 - 26,685
Six months ended DirectEquitiesGBP'000 DirectProjectsGBP'000 CentralcostsGBP'000 IntersegmentGBP'000 TotalGBP'000
30 June 2018
COMPREHENSIVE
INCOME:
Net (3,246) (186) - - (3,432)
loss
on investments
Intercompany - 52 - (52) -
sales
Administrative (221) (727) (782) 52 (1,678)
expenses
Net (39) 100 2 - 63
finance
income/(cost)
Loss on ordinary (3,506) (761) (780) - (5,047)
activities
before taxation
Taxation 545 - - - 545
Loss for the (2,961) (761) (780) - (4,502)
period
after taxation
FINANCIAL
POSITION:
Intangible - 32 - - 32
assets
Property, plant - 24 - - 24
and equipment
Investment in - 4,224 - - 4,224
associates
Investment - 1,234 - - 1,234
in joint
ventures
Other 107 - - - 107
non-current
assets
Total 107 5,514 - - 5,621
non-current
assets
Current assets 5,552 2,757 982 (2,353) 6,938
Current - (3,092) (247) 2,353 (986)
liabilities
Net 5,552 (335) 735 - 5,952
current
assets/(liabilities)
Non-current - (121) - - (121)
liabilities
Net assets 5,659 5,058 735 - 11,452
Year ended 31 DirectEquitiesGBP'000 Direct ProjectsGBP'000 CentralcostsGBP'000 IntersegmentGBP'000 TotalGBP'000
December
2018
COMPREHENSIVE
INCOME:
Net (loss)/gain (12,945) 12,321 - - (624)
on investments
Intercompany - 152 - (152) -
sales
Administrative (434) (1,436) (1,929) 152 (3,647)
expenses
Net (39) 380 (28) - 313
finance
income/(cost)
Profit/(loss) (13,418) 11,417 (1,957) - (3,958)
on ordinary
activities
before taxation
Taxation 642 - (97) - 545
Gain/(loss) for (12,776) 11,417 (2,054) - (3,413)
the period
after taxation
FINANCIAL
POSITION:
Intangible - 33 - - 33
assets
Property, plant - 17 - - 17
and equipment
Investment in - 1,668 - - 1,668
associates
Investment - 2,049 - - 2,049
in joint
ventures
Other fixed 107 - - - 107
asset
investments
Royalties - 1,285 - - 1,285
receivable
Total 107 5,052 - - 5,159
non-current
assets
Current assets 12,134 3,013 1,873 (2,743) 14,277
Current - (3,007) (96) 2,743 (360)
liabilities
Net current 12,134 6 1,777 - 13,917
assets
Non-current - (125) - - (125)
liabilities
Net assets 12,241 4,933 1,777 - 18,951
Geographical segments
Six months UKGBP'000 EMEAGBP'000 Asia-PacificGBP'000 Austra-lasiaGBP'000 AmericasGBP'000 IntersegmentGBP'000 TotalGBP'000
ended
30 June 2019
COMPREHENSIVE
INCOME:
Net gain/(loss) (550) (13) 2 6,887 (10) - 6,316
on investments
Intercompany 48 - - - - (48) -
sales
Administrative (1,702) (10) (220) (64) (1) 48 (1,949)
expenses
Net - (6) 158 (2) 4 - 154
finance
income/(expense)
Profit/(Loss) (2,204) (29) (60) 6,821 (7) - 4,521
on ordinary
activities
before taxation
Taxation - - - - - - -
Profit/(Loss) (2,204) (29) (60) 6,821 (7) - 4,521
for
the period
after taxation
FINANCIAL
POSITION:
Intangible - - 32 - - - 32
assets
Property, plant - - 10 - - - 10
and equipment
Investment in - 1,872 - - - - 1,872
associates
Investment - 486 2,804 - - - 3,290
in joint
ventures
Other fixed 107 - - - - - 107
asset
investments
Royalties - - 1,303 - - - 1,303
receivable
Total 107 2,358 4,149 - - - 6,614
non-current
assets
Current assets 3,666 - 3,770 16,857 369 (3,021) 21,641
Current (153) (1,142) (3,112) (58) - 3,021 (1,444)
liabilities
Net 3,513 (1,142) 658 16,799 369 - 20,197
current
assets/(liabilities)
Non-current (126) - - - - - (126)
liabilities
Net assets 3,494 1,216 4,807 16,799 369 - 26,685
Six months UKGBP'000 EMEAGBP'000 Asia-PacificGBP'000 Austra-lasiaGBP'000 Americas GBP'000 IntersegmentGBP'000 TotalGBP'000
ended
30 June 2018
Net gain/(loss) (1,467) (20) - (1,945) - - (3,432)
on investments
Intercompany 52 - - - - (52) -
sales
Administrative (1,110) (28) (344) (239) (9) 52 (1,678)
expenses
Net 2 (34) 134 (39) - - 63
finance
income/(expense)
Loss (2,523) (82) (210) (2,223) (9) - (5,047)
on ordinary
activities
before taxation
Taxation 545 - - - - - 545
Loss for the (1,978) (82) (210) (2,223) (9) - (4,502)
period
after taxation
FINANCIAL
POSITION:
Intangible - - 32 - - - 32
assets
Property, plant - - 24 - - - 24
and equipment
Investment in - 3,805 419 - - - 4,224
associates
Investment - 503 731 - - - 1,234
in joint
ventures
Other fixed 107 - - - - - 107
asset
investments
Total 107 4,308 1,206 - - - 5,621
non-current
assets
Current assets 3,022 1 2,941 3,269 58 (2,353) 6,938
Current (440) (331) (2,481) (87) - 2,353 (986)
liabilities
Net 2,582 (330) 460 3,182 58 - 5,952
current
assets/(liabilities)
Non-current (121) - - - - - (121)
liabilities
Net assets 2,568 3,978 1,666 3,182 58 - 11,452
Year ended 31 UKGBP'000 EMEAGBP'000 Asia-PacificGBP'000 Austra-lasiaGBP'000 Americas GBP'000s IntersegmentGBP'000 TotalGBP'000
December
2018
COMPREHENSIVE
INCOME:
Net gain/(loss) (2,223) 12,497 46 (10,914) (30) - (624)
on investments
Intercompany 152 - - - - (152) -
sales
Administrative (2,820) (24) (650) (296) (9) 152 (3,647)
expenses
Net 1 23 148 139 2 - 313
finance
income/(expense)
Profit/(loss) (4,890) 12,496 (456) (11,071) (37) - (3,958)
on ordinary
activities
before taxation
Taxation 545 - - - - - 545
Gain/(loss) for (4,345) 12,496 (456) (11,071) (37) - (3,413)
the period
after taxation
FINANCIAL
POSITION:
Intangible - - 33 - - - 33
assets
Property, plant - - 17 - - - 17
and equipment
Investment in - 1,668 - - - - 1,668
associates
Investment - 1,318 731 - - - 2,049
in joint
ventures
Other fixed 107 - - - - - 107
asset
investments
Royalties - 1,285 - - - - 1,285
receivable
Total 107 4,271 781 - - - 5,159
non-current
assets
Current assets 3,428 - 3,472 9,902 218 (2,743) 14,277
Current (130) (150) (2,817) (6) - 2,743 (360)
liabilities
Net 3,298 (150) 655 9,896 218 - 13,917
current
assets/(liabilities)
Non-current (125) - - - - - (125)
liabilities
Net assets 3,280 4,121 1,436 9,896 218 - 18,951
4. Taxation
No corporation tax charge arises in the period as a result of
utilisation of past losses. No deferred tax asset has been
recognised in respect of remaining losses as the Directors cannot
be certain that future profits will be sufficient for this asset to
be recognised.
5. Earnings/Loss per share
UnauditedSix UnauditedSix months AuditedYear ended31
months ended30 December 2018GBP'000
ended30 June 2018GBP'000
June 2019GBP'000
Profit/(Loss) 4,521 (4,499) (3,404)
attributable
to equity
holders of the
Company
Shares used for 1,224,983,641 1,104,678,302 1,199,134,506
calculation
of basic EPS
Shares used for 1,224,983,641 1,104,678,302 1,199,134,506
calculation
of fully diluted
EPS
Earnings per
share
Basic 0.37p (0.41p) (0.28p)
earnings/(loss)
per share
Fully 0.37p (0.41p) (0.28p)
diluted
earnings/(loss)
per share
No share options or warrants outstanding at these dates were
considered to be dilutive during the respective periods and all
such potential ordinary shares are excluded from the weighted
average number of ordinary shares in calculating diluted earnings
per share.
6. Amounts due to related parties
Unaudited30 June Unaudited30 June Audited31 December
2019GBP'000 2018GBP'000 2018GBP'000
Kalahari Metals (1,096,000) - (146)
Limited
7. Share options and warrants charged against operating
profit
No new options were granted under the Company's share option
schemes during the period. The total charge to operating
profit/loss for the period amounted to GBP585,000 (six months ended
30 June 2018: GBP1218,000; year to 31 December 2018:
GBP708,000).
8. Distribution of Interim Report and Registered Office
A copy of the Interim Report will be available shortly on the
Company's website, www.metaltigerplc.com, in accordance with Rule
26 of the AIM Rules for Companies; and copies will be available
from the Company's registered office, 107 Cheapside, London EC2V
6DN.
Competent Person's Statement
The technical information contained in this announcement has
been read and approved by Mr Nick O'Reilly (MSc, DIC, MAusIMM,
FGS), who is a qualified geologist and acts as the Competent Person
under the AIM Rules -Note for Mining and Oil & Gas Companies.
Mr O'Reilly is a Principal consultant working for Mining Analyst
Consulting Ltd which has been retained by Metal Tiger plc to
provide technical support.
For further information on the Company, visit:
www.metaltigerplc.com.
Metal Tiger plc
Michael McNeilly (Chief Executive Officer) Tel: +44(0)20 7099 0738
Mark Potter (Chief Investment Officer)
Strand Hanson (Nominated Adviser)
Richard Tuilloch Tel: +44 (0)20 7409 3494
James Dance
Jack Botros
Arden Partners plc (Joint Broker)
Steve Douglas Tel: +44 (0)20 7614 5900
Paul Shackleton
SI Capital (Joint Broker)
Nick Emerson Tel: +44 (0)1483 413 500
Camarco (Financial PR)
Gordon Poole Tel: +44 (0)20 3757 4980
James Crothers
Monique Perks
Notes to Editors:
Metal Tiger plc is admitted to the AIM market of the London
Stock Exchange AIM Market ("AIM") with the trading code MTR and
invests in high potential mineral projects with a base, precious
and strategic metals focus.
The Company's target is to deliver a high return for
shareholders by investing in significantly undervalued and/or high
potential opportunities in the mineral exploration and development
sector. Metal Tiger has two investment divisions: Direct Equities
and Direct Projects.
The Direct Equities Division invests in undervalued natural
resource companies. The majority of its investments are listed on
AIM, the ASX and the TSX, which includes its 19.9% interest in MOD
Resources Limited. Through the trading of equities and warrants,
Metal Tiger seeks to generate cash for investment in the Direct
Projects Division.
The Direct Projects Division is focused on the development of
its key project interests in Botswana, Spain and Thailand. In
Botswana, Metal Tiger, through its joint venture with MOD and its
interest in Kalahari Metals Limited, has a growing interest in the
large and highly prospective Kalahari copper/silver belt. In Spain,
the Company has tungsten and gold interests in the highly
mineralised Extremadura region. In Thailand, Metal Tiger has
interests in two potentially near-production stage lead/zinc/silver
mines as well as licences, applications and critical historical
data covering antimony, copper, gold, lead, zinc and silver
opportunities.
The Company actively assesses new investment opportunities on an
on-going basis and has access to a diverse pipeline of new
opportunities in the natural resources and mining sectors. For
pipeline opportunities deemed sufficiently attractive, Metal Tiger
may invest in the project or entity by buying publicly listed
shares, by financing privately and/or by entering into a joint
venture.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190924006065/en/
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(END) Dow Jones Newswires
September 25, 2019 02:00 ET (06:00 GMT)
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